Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. (iSubject to Sections 1.2(f) In and 1.2(g), in lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof1.2(a), the Holder may elect to exercise such rights represented by this Warrant at any time during prior to the term hereofExpiration Date and from time to time, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such netNet-issue exerciseIssue Exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, by surrender of this Warrant, together with the duly completed and signed Notice of Exercise (designating the Holder's election to Net-Issue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the Company as provided in the form attached as Exhibit B hereto, Section 7. The Notice of Exercise shall be properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (B) the number of Warrant Shares with in respect to of which the this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (C) the number of Warrant Shares which remain subject to the this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 1(b)(ii) hereof1.2(b). (ii) ). In the event that the Holder shall elect elects to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b1.2(b), the Company shall will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = where: • “X” is the number of Warrant Shares to be issued to the Holder in connection with such Net-Issue Exercise; • “Y” is the number of Warrant Shares to be exercised, up to the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).;

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (i) In defined in Section 8 below), in lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a2(a) hereofabove, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereofWarrant, in whole or in part, on a net-issue basis by electing to receive surrender a number of Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which are equal in value to the value Warrant is then being exercised, by surrender of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of NetExercise designating the Holder’s election to exercise on a net-Issue Exerciseissue basis), in at the form attached as Exhibit B hereto, principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (Ai) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (Bii) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares to be delivered to the Holder in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (Ciii) the number of Warrant Shares which remain subject to the this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 1(b)(ii) hereof2(b). (ii) ). In the event that the Holder shall elect elects to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b2(b), the Company shall will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = where: · “X” is the number of Warrant Shares subject to this Warrant. A = be issued to the Fair Market Value of one share of Common Stock. B = the Exercise Price holder in effect as of the date of connection with such net-issue exercise (as adjusted pursuant to Section 2 hereof).exercise;

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to and delivering payment in the manner provided in Section 1(a) hereof2(b), the Registered Holder may elect to exercise such rights represented by this Warrant at all or any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value portion of this Warrant (or any portion thereof to be canceled in connection with by net exercise by giving notice of such net-issue exercise) at election on the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the purchase/exercise form attached appended hereto as Exhibit B heretoduly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, properly marked to indicate (A) the number along with a copy of Warrant Shares to be delivered to the Holder this Warrant, in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Registered Holder the a number of shares of Warrant Shares determined in accordance with Stock computed using the following formula: X = Y (A - B) A where X = the number of shares of Warrant Stock to be issued to the Registered Holder. Y = the number of shares of Warrant Shares subject to Stock purchasable under this WarrantWarrant as set out on the purchase/exercise form. A = the Fair Market Value fair market value of one share of Common StockWarrant Stock on the date of such net exercise. B = the Exercise Price in effect as Purchase Price. (ii) For purposes of this Section 2(d), the “fair market value of Warrant Stock on the date of such net-issue net exercise” shall mean with respect to each share of Warrant Stock: (A) if the exercise is in connection with consummation of the sale of the securities of the Company (or an affiliate (as adjusted defined in Rule 405 under the Securities Act) thereof) (1) pursuant to Section 2 hereofa registration statement filed by the Company (or an affiliate thereof) under the Securities Act, in connection with a firm commitment underwritten offering to the general public (an “IPO”), or (2) by means of an effective registration statement filed by the Company (or an affiliate thereof) under the Securities Act that registers shares of existing capital stock of the Company for resale (a “Direct Listing”), and if the Company’s registration statement relating to such IPO or Direct Listing, as applicable, has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the initial “Price to Public” per share specified in the final prospectus with respect to such offering; (B) if (A) is not applicable, the fair market value of Warrant Stock shall be at the per share valuation as determined by an independent third-party valuation firm within the prior twelve (12) months approved in good faith by the Company’s Board of Directors (the “Board”), unless the Company is at such time subject to a consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. Notwithstanding any provision herein to the contrary, if the Fair Market Value (ias defined below) In of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a3(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are shares equal in value to the value (as determined below) of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercisebeing canceled) at the time of any such net-issue exercise, by delivery surrendering this Warrant to the principal offices of the Company of this Warrant and Company, with a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly Exercise marked to indicate (A) reflect Net Issue Exercise and specifying the number of Warrant Shares to be delivered purchased, during normal business hours on any business day during the Exercise Period. Such Warrant Shares shall be deemed to be issued to Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant is surrendered in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. Upon such exercise, Holder shall be entitled to receive, and the Company shall issue to Holder, a number of Warrant Shares computed as of the date of surrender of this Warrant to the Holder in connection with such netCompany using the following formula: X = Y(A-issue exercise, (B) A Where X = the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered issued to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to under this Section 1(b3(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: ; Y = the number of Warrant Shares subject to in respect of which this Warrant. election is made; A = the Fair Market Value (as defined below) of one share of the Company's Common Stock. Stock at the date of such calculation; and B = the Exercise Price in effect (as of adjusted to the date of such net-issue exercise (as adjusted pursuant to Section 2 hereofthe issuance).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant for any Warrant Shares that have vested pursuant to Section 7, at any time during on or prior to the term hereofExpiration Date, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercisevested, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exerciseHolder, and (C) the number of Warrant Shares which remain surrendered by Holder, (D) the number of Warrant Shares remaining subject to the Warrant after such net-issue exercise, if any and (F) the calculation of Fair Market Value as of the date of exercise (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject with respect to which this WarrantWarrant is being exercised. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price per share in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof)exercise.

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Net- Issue Exercise, in the form attached as Exhibit B hereto, properly marked to --------- indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), ) the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Series C Preferred Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. (ia) In Notwithstanding any provisions herein to the contrary, if the Current Market Value (determined pursuant to Section 5.01(e)) of one Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the purchase rights represented a Warrant for cash or by this Warrant on a cash basis pursuant to Section 1(a) hereofcertified or official bank check, the Holder holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exerciseas determined below) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), which event the Company shall issue to the Holder holder of the Warrant a number of Warrant Shares determined in accordance with computed using the following formula: Y(A - B) X = -------- A Where X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant Shares subject to this Warrant. A = the Fair Current Market Value of one share of Common Stock. Share on the Exercise Date (as is defined in Section 2.04(c)) B = Exercise Price (as adjusted to the Exercise Price Date) For the purposes of the above calculation, Current Market Value of one Share shall be determined as provided by Section 5.01(e) of this Agreement. (b) Warrants may be exercised on or after the Exercisability Date by surrendering at any Warrant Exercise Office the Warrant Certificate evidencing such Warrants with a Cashless Exercise Form substantially in the form of EXHIBIT D hereto (a "Cashless Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Each Warrant may be exercised only in whole. (c) Upon such surrender of a Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate shall be promptly delivered to the Warrant Agent. When exercised pursuant to this Section 2.04, the "EXERCISE DATE" for a Warrant shall be the date when the items referred to in the first sentence of paragraph (b) of this Section 2.04 are received by the Warrant Agent at or prior to 2:00 p.m., Dallas, Texas time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraph (b) are received after 2:00 p.m., Dallas, Texas time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraph (b) are received by the Warrant Agent prior to 5:00 p.m., Dallas, Texas time, on such Expiration Date, the exercise of the Warrants to which such items related will be effective on the Expiration Date. (d) Upon the exercise of a Warrant in accordance with the terms hereof and the receipt of a Warrant Certificate, the Warrant Agent shall, as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request. (e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the date close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such net-issue exercise (as adjusted Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to Section 2 hereof)the Company's written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof1.1(a), the Holder may elect to exercise such rights represented by this Warrant at any time during may be exercised by the term hereof, in whole or in part, on a net-issue basis Warrantholder by electing to receive the number of Warrant Shares which are equal in value to the value surrender of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and Company, with a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly Exercise Form marked to indicate (A) reflect Net Issue Exercise and specifying the number of Warrant Shares to be delivered purchased from the First Tranche and/or the Second Tranche, during normal business hours on any Business Day during either the First Tranche Exercise Period or the Second Tranche Exercise Period, as the case may be. The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder in connection with Warrantholder as the record holder of such net-issue Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, (B) the number of Warrant Shares with respect Warrantholder shall be entitled to which receive shares equal to the Warrant is being surrendered in payment value of the aggregate Exercise Price for First Tranche and the Second Tranche of this Warrant Shares to be delivered (or the portion thereof being canceled) by surrender of this Warrant to the Holder Company together with notice of such election in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant Shares determined in accordance with to the Company using the following formula: X = Y x (A-B) ---------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b) from the First Tranche or the Second Tranche, as applicable; Y = the number of shares of Common Stock otherwise purchasable under this Warrant Shares subject to this Warrant. (at the date of such calculation) from the First Tranche or the Second Tranche, as applicable; A = the Fair Market Value fair market value of one share of the Company's Common Stock. B = the Exercise Price in effect as of Stock (at the date of such net-issue exercise calculation); B = the First Tranche Exercise Price or the Second Tranche Exercise Price, as applicable (as adjusted pursuant to Section 2 hereofthe date of such calculation).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).:

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this payment methods set forth in Section 2.1(b) above, if the Fair Market Value of one share of Warrant on a cash basis pursuant to Section 1(a) hereofStock is greater than the Exercise Price (at the date of exchange set forth below), the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereofexchange, in whole or in partpart at any time or from time to time on or before the Expiration Time, on a net-issue basis by electing to receive the number this Warrant for shares of Warrant Shares which are Stock equal in value to the value of this the Warrant (or any portion thereof to be canceled in connection with such netbeing exchanged on the date of exchange; provided that not more than eight-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices tenths of the Company aggregate number of shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to this Section 2.2; provided, however, that the foregoing eight-tenths limitation shall not apply in the case of an automatic net exercise pursuant to Section 2.3 and all of the shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to Section 2.3 and this Section 2.2. If the Holder elects to exchange this Warrant as provided in this Section 2.2, the Holder shall surrender to the Company at the principal executive office of the Company, this Warrant for the amount being exchanged, together with a completed and duly executed Notice of Net-Issue Exercise, Exercise in substantially the form attached hereto as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of shares of the Warrant Shares determined in accordance with Stock computed using the following formula: X = Y (A-B) Where X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Shares subject Stock purchasable under this Warrant being exchanged (as adjusted to the date of such exchange); provided that, not more than eight-tenths of the aggregate number of shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to this WarrantSection 2.2; provided, however, that the foregoing eight-tenths limitation shall not apply in the case of an automatic net exercise pursuant to Section 2.3 and all of the shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to Section 2.3 and this Section 2.2. A = the Fair Market Value of one share of Common the Warrant Stock. B = the Exercise Price in effect (as of adjusted to the date of such net-issue exercise (as adjusted exchange). All references in this Warrant to an “exercise” of this Warrant shall include an exchange pursuant to this Section 2 hereof)2.2.

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B “B” hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), ) the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to purchasable under this WarrantWarrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. (iSubject to Sections 1.2(f) In and 1.2(g), in lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof1.2(a), the Holder may elect to exercise such rights represented by this Warrant at any time during prior to the term hereofExpiration Date and from time to time, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such netNet-issue exerciseIssue Exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, by surrender of this Warrant, together with the duly completed and signed Notice of Exercise (designating the Holder’s election to Net-Issue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the Company as provided in the form attached as Exhibit B hereto, Section 7. The Notice of Exercise shall be properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (B) the number of Warrant Shares with in respect to of which the this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (C) the number of Warrant Shares which remain subject to the this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 1(b)(ii) hereof1.2(b). (ii) ). In the event that the Holder shall elect elects to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b1.2(b), the Company shall will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).:

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. (ia) In Notwithstanding any provisions herein to the contrary, if the Current Market Value (determined pursuant to Section 5.01(e)) of one Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the purchase rights represented a Warrant for cash or by this Warrant on a cash basis pursuant to Section 1(a) hereofcertified or official bank check, the Holder holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exerciseas determined below) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), which event the Company shall issue to the Holder holder of the Warrant a number of Warrant Shares determined in accordance with computed using the following formula: X = Y (A - B) --------- A Where X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant Shares subject to this Warrant. A = the Fair Current Market Value of one share of Common Stock. Share on the Exercise Date (as is defined in Section 2.04(c)) B = Exercise Price (as adjusted to the Exercise Price Date) For the purposes of the above calculation, Current Market Value of one Share shall be determined as provided by Section 5.01(e) of this Agreement. (b) Warrants may be exercised on or after the Exercisability Date by surrendering at any Warrant Exercise Office the Warrant Certificate evidencing such Warrants with a Cashless Exercise Form substantially in the form of Exhibit D hereto (a "Cashless Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Each Warrant may be exercised only in whole. (c) Upon such surrender of a Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate shall be promptly delivered to the Warrant Agent. When exercised pursuant to this Section 2.04, the "Exercise Date" for a Warrant shall be the date when the items referred to in the first sentence of paragraph (b) of this Section 2.04 are received by the Warrant Agent at or prior to 2:00 p.m., Dallas, Texas time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraph (b) are received after 2:00 p.m., Dallas, Texas time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraph (b) are received by the Warrant Agent prior to 5:00 p.m., Dallas, Texas time, on such Expiration Date, the exercise of the Warrants to which such items related will be effective on the Expiration Date. (d) Upon the exercise of a Warrant in accordance with the terms hereof and the receipt of a Warrant Certificate, the Warrant Agent shall, as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request. (e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the date close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such net-issue exercise (as adjusted Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to Section 2 hereof)the Company's written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value (as defined below) of one share Common Stock on the date of Common Stockexercise. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. Commencing thirty (i30) In months after the Effective Date hereof, and notwithstanding any other provision herein to the contrary, if the Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a3(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are shares equal in value to the value (as determined below) of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercisebeing canceled) at the time of any such net-issue exercise, by delivery surrendering this Warrant to the principal offices of the Company of this Warrant and Company, with a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly Exercise marked to indicate (A) reflect Net Issue Exercise and specifying the number of Warrant Shares to be delivered purchased, during normal business hours on any business day during the Exercise Period. Such Warrant Shares shall be deemed to be issued to Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant is surrendered in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. Upon such exercise, Holder shall be entitled to receive, and the Company shall issue to Holder, a number of Warrant Shares computed as of the date of surrender of this Warrant to the Holder in connection with such netCompany using the following formula: X = Y(A-issue exercise, (B) Where X = the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered issued to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to under this Section 1(b3(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: ; Y = the number of Warrant Shares subject to in respect of which this Warrant. election is made; A = the Fair Market Value (as defined below) of one share of the Company's Common Stock. B = the Exercise Price in effect as of Stock at the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).calculation; and

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue issue Exercise, in the form attached as Exhibit B "B" hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Common Stock Warrant Agreement 1 Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), ) the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to purchasable under this WarrantWarrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof.).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B “B” hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with Warrant Agreement 1 such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), ) the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to purchasable under this WarrantWarrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof.).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof1.2(a), the Holder may elect to exercise such rights represented by this Warrant at any time during prior to the term hereofExpiration Date and from time to time, in whole or in part, but not for less than 1,000,000 Warrant Shares, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such netNet-issue exerciseIssue Exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, by surrender of this Warrant, together with the duly completed and signed Notice of Exercise (designating the Holder’s election to Net-Issue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the Company as provided in Section 7; provided that the form attached as Exhibit B hereto, Holder may not elect to Net-Issue Exercise this Warrant if at such time the Holder would be prohibited from transferring the Warrant Shares pursuant to Section 3. The Notice of Exercise shall be properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (B) the number of Warrant Shares with in respect to of which the this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (C) the number of Warrant Shares which remain subject to the this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 1(b)(ii) hereof1.2(b). (ii) ). In the event that the Holder shall elect elects to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b1.2(b), the Company shall will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).:

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof1.2(a), the Holder may elect to exercise such rights represented by this Warrant at any time during prior to the term hereofExpiration Date and from time to time, in whole or in part, but not for less than 1,000,000 Warrant Shares, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such netNet-issue exerciseIssue Exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, by surrender of this Warrant, together with the duly completed and signed Notice of Exercise (designating the Holder’s election to Net-Issue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the Company as provided in Section 7; provided that the form attached as Exhibit B hereto, Holder may not elect to Net-Issue Exercise this Warrant if at such time the Holder would be prohibited from transferring the Warrant Shares pursuant to Section 3. The Notice of Exercise shall be properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (B) the number of Warrant Shares with in respect to of which the this Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (C) the number of Warrant Shares which remain subject to the this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 1(b)(ii) hereof1.2(b). (ii) ). In the event that the Holder shall elect elects to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b1.2(b), the Company shall will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: Y = where: • “X” is the number of Warrant Shares subject to this Warrant. A = be issued to the Fair Market Value of one share of Common Stock. B = the Exercise Price Holder in effect as of the date of connection with such netNet-issue exercise (as adjusted pursuant to Section 2 hereof).Issue Exercise;

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at At any time during the term hereof, in whole or in part, on a net-issue basis by electing and from time to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) that there is a public market for the number of Common Stock or Warrant Shares to be delivered to the Holder in connection with following an initial public offering of such net-issue exercisesecurities, (B) during the number fifteen (15) day period following the date upon which the Company notifies the Holders of Warrant Shares a Third Party Cash Transaction (or, in the case of a Third Party Cash Transaction of which the Company’s senior management does not have actual knowledge, within fifteen (15) days after the Holders become aware (but in any event not more than ninety (90) days after the occurrence of) such transaction), or (C) during the forty-five (45) day period prior to the Expiration Time (subject to extension as set forth herein with respect to which an exercise by a Holder that has provided to the Warrant is being surrendered Company a Notice of Exercise within such forty-five (45) day period), the Holder may, in lieu of payment of the aggregate Exercise Price pursuant to Section 2.3, elect to exchange a Warrant for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b)2.4. If the Holder so elects to exchange a Warrant, the Holder shall tender to the Company the Warrant Certificate or Warrant Certificates representing the Warrant to be so exchanged along with the applicable Notice of Exercise electing the “net issue exercise” option, and, subject to the last paragraph of Section 2.3, the Company shall issue to the Holder Warrant Shares the number of which shall be determined by multiplying (a) the number of Warrant Shares determined issuable based on the amount of Warrants specified in accordance with the following formulaapplicable Notice of Exercise as being exchanged by (b) a fraction: Y = (i) the number numerator of Warrant Shares subject to this Warrant. A = which shall be the excess of the Fair Value (determined on the date the Notice of Exercise is given; provided, that, for the purposes of clauses (A) and (B) of the first sentence of this Section 2.4, and notwithstanding anything herein to the contrary, Fair Value shall conclusively be deemed to be equal to the Current Market Price of the Common Stock or the price of the Common Stock in the Third Party Cash Transaction, respectively) per share of Common Stock over the Exercise Price (determined as of the date the Notice of Exercise is given) and (ii) the denominator of which shall be the Fair Value (determined as of one the date the Notice of Exercise is given) per share of Common Stock. B = If a Warrant is exercised with respect to less than all of the Warrant Shares issuable upon exercise of the Warrant evidenced by a Warrant Certificate, subject to the last paragraph of Section 2.3, the Company shall issue and deliver to the Holder or the transferee so designated in the Notice of Exercise, a new Warrant Certificate evidencing the right of the Holder or such transferee to purchase at the Exercise Price then in effect as the aggregate number of Warrant Shares for which the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof)Warrant evidenced by the original Warrant Certificate shall not have been exchanged and the original Warrant Certificate shall be cancelled.

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof), the Holder may may, subject to Section 2 and Section 8 herein, elect to exercise such rights represented by this Warrant at any time during the term hereofWarrant, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof hereof to be canceled cancelled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), ) the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y(A-B) ------ A X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to purchasable under this WarrantWarrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value (as defined below) of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 3 hereof).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value (as defined below) of one share Common Stock on the date of Common Stockexercise. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to receive the number of Warrant Shares which are equal in value to the value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value (as defined below) of one share Common Stock on the date of Common Stockexercise. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).